What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-02 compared with 2023-05-04 · 188 added, 115 removed, 628 unchanged (33% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three months ended

March 31, 2023 March 31, 2022

Three months ended Six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Net sales $ 3,394.0 $ 5,373.1 $ 6,998.3 $ 9,295.4

2 unchanged sentences

Selling, general and administrative expenses 129.9 108.2 257.6 240.6

Other operating (income) expense ( 1.9 ) 50.9

Other operating expense 72.0 63.9 70.1 114.8

Operating earnings 369.2 1,674.2 913.8 2,930.0

1 unchanged sentence

Foreign currency transaction gain 148.5 ( 227.2 ) 199.9 83.5

Other income (expense) ( 8.9 ) 0.2

Other expense ( 7.1 ) ( 35.7 ) ( 16.0 ) ( 35.5 )

Earnings from consolidated companies before income taxes 474.6 1,377.2 1,020.6 2,904.6

13 unchanged sentences

(In millions)

Three months ended

March 31, 2023 March 31, 2022

Three months ended Six months ended

June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022

Net earnings including noncontrolling interest $ 379.1 $ 1,043.8 $ 838.1 $ 2,229.5

Other comprehensive income, net of tax

Foreign currency translation gain 29.4 305.3

Foreign currency translation gain (loss) 146.0 ( 275.3 ) 175.4 30.0

Net actuarial gain and prior service cost 0.3 0.4 0.7 0.8

Realized gain on interest rate swap 0.4 0.3 0.9 0.8

Net gain (loss) on marketable securities held in trust fund 16.6 ( 28.4 )

Other comprehensive income 46.9 277.8

Net (loss) gain on marketable securities held in trust fund ( 10.6 ) 3.2 6.0 ( 25.2 )

Other comprehensive income (loss) 136.1 ( 271.4 ) 183.0 6.4

Comprehensive income 515.2 772.4 1,021.1 2,235.9

5 unchanged sentences

(In millions, except per share amounts)

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Current assets:

21 unchanged sentences

Other noncurrent liabilities 2,291.0 2,236.0

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of March 31, 2023 and December 31, 2022 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,682,617 shares issued and 332,098,640 shares outstanding as of March 31, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022 3.3 3.4

Preferred Stock, $0.01 par value, 15,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022 — —

Common Stock, $0.01 par value, 1,000,000,000 shares authorized, 393,818,064 shares issued and 332,234,087 shares outstanding as of June 30, 2023, 391,964,464 shares issued and 339,071,423 shares outstanding as of December 31, 2022 3.3 3.4

Capital in excess of par value 8.1 —

9 unchanged sentences

(In millions)

Three months ended

March 31, 2023 March 31, 2022

Six months ended

June 30, 2023 June 30, 2022

Cash Flows from Operating Activities:

43 unchanged sentences

Cash, cash equivalents and restricted cash - December 31 754.1 786.3

Cash, cash equivalents and restricted cash - March 31 $ 477.0 $ 901.4

Cash, cash equivalents and restricted cash - June 30 $ 640.8 $ 857.4

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In millions)

Three months ended

March 31, 2023 March 31, 2022

Six months ended

June 30, 2023 June 30, 2022

Reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets to the unaudited condensed consolidated statements of cash flows:

5 unchanged sentences

Cash paid during the period for:

Interest (net of amount capitalized of $7.5 and $6.4 for the three months ended March 31, 2023 and 2022, respectively) $ 7.9 $ 4.2

Interest (net of amount capitalized of $15.0 and $12.1 for the three and six months ended June 30, 2023 and 2022, respectively) $ 88.2 $ 84.1

Income taxes (net of refunds) 372.9 492.0

6 unchanged sentences

Common Stock Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive (Loss) Noncontrolling Interests Total Equity

Balance as of March 31, 2022 362.0 $ 3.6 $ 56.6 $ 13,196.5 $ ( 1,618.3 ) $ 152.4 $ 11,790.8

Total comprehensive income — — — 1,035.9 ( 268.8 ) 5.3 772.4

Stock option exercises — — 5.1 — — — 5.1

Vesting of restricted stock units 0.2 — 0.3 — — — 0.3

Stock based compensation — — 7.3 — — — 7.3

Share repurchases ( 10.1 ) ( 0.1 ) ( 69.3 ) ( 542.9 ) — — ( 612.3 )

Dividends ($0.15 per share) — — — ( 54.6 ) — — ( 54.6 )

Balance as of June 30, 2022 352.1 $ 3.5 $ — $ 13,634.9 $ ( 1,887.1 ) $ 157.7 $ 11,909.0

Balance as of December 31, 2021 368.7 $ 3.7 $ 478.0 $ 12,014.2 $ ( 1,891.8 ) $ 144.4 $ 10,748.5

4 unchanged sentences

Share repurchases ( 17.7 ) ( 0.2 ) ( 491.3 ) ( 542.9 ) — — ( 1,034.4 )

Dividends — — — 0.3 — — 0.3

Dividends ($0.15 per share) — — — ( 54.3 ) — — ( 54.3 )

Balance as of June 30, 2022 352.1 $ 3.5 $ — $ 13,634.9 $ ( 1,887.1 ) $ 157.7 $ 11,909.0

Balance as of March 31, 2023 332.1 $ 3.3 $ — $ 13,996.5 $ ( 2,106.0 ) $ 162.7 $ 12,056.5

Total comprehensive income — — — 369.0 134.8 11.4 515.2

Vesting of restricted stock units 0.1 — ( 0.5 ) — — — ( 0.5 )

Stock based compensation — — 8.6 — — — 8.6

Dividends ($0.20 per share) — — — ( 0.7 ) — — ( 0.7 )

Equity to noncontrolling interests — — — — — ( 23.7 ) ( 23.7 )

Balance as of June 30, 2023 332.2 $ 3.3 $ 8.1 $ 14,364.8 $ ( 1,971.2 ) $ 150.4 $ 12,555.4

Balance as of December 31, 2022 339.1 $ 3.4 $ — $ 14,203.4 $ ( 2,152.2 ) $ 139.6 $ 12,194.2

4 unchanged sentences

Dividends ($0.45 per share) — — — ( 150.1 ) — — ( 150.1 )

Equity from noncontrolling interests — — — — — ( 1.8 ) ( 1.8 )

Balance as of March 31, 2023 332.1 $ 3.3 $ — $ 13,996.5 $ ( 2,106.0 ) $ 162.7 $ 12,056.5

Equity to noncontrolling interests — — — — — ( 25.5 ) ( 25.5 )

Balance as of June 30, 2023 332.2 $ 3.3 $ 8.1 $ 14,364.8 $ ( 1,971.2 ) $ 150.4 $ 12,555.4

See Notes to Condensed Consolidated Financial Statements

17 unchanged sentences

• Our Mosaic Fertilizantes business segment includes the assets in Brazil that we acquired in the 2018 acquisition (the “ Acquisition ”) of Vale Fertilizantes S.A.

(now known as Mosaic Fertilizantes P&K S.A.

or the “ Acquired Business ”), which consist of five phosphate rock mines, four phosphate chemical plants and a potash mine.

(now known as Mosaic Fertilizantes P&K S.A.), which consist of five phosphate rock mines, four phosphate chemical plants and a potash mine.

The segment also includes our legacy distribution business in South America, which consists of sales offices, crop nutrient blending and bagging facilities, port terminals and warehouses in Brazil and Paraguay.

26 unchanged sentences

The following provides add i tional information concerning selected balance sheet accounts:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Other current assets

20 unchanged sentences

Operating lease obligation 53.9 50.7

Servicing liability 90.2 —

Other 413.6 754.8

19 unchanged sentences

The following is a reconciliation of the numerator and denominator for the basic and diluted EPS computations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Net income attributable to Mosaic $ 369.0 $ 1,035.9 $ 803.8 $ 2,217.9

4 unchanged sentences

Diluted net income per share attributable to Mosaic $ 1.11 $ 2.85 $ 2.39 $ 6.05

A total of 0.2 million shares of common stock subject to issuance related to share-based awards for the three months ended March 31, 2023, and 0.4 million for the three months ended March 31, 2022, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

A total of 0.7 million and 0.4 million shares of common stock subject to issuance related to share-based awards for the three and six months ended June 30, 2023, and zero and 0.1 million for the three and six months ended June 30, 2022, have been excluded from the calculation of diluted EPS because the effect would have been anti-dilutive.

Inventories consist of the following:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Raw materials $ 180.1 $ 177.2

6 unchanged sentences

(a) Final price deferred is product that has shipped to customers, but the price has not yet been agreed upon .

Mosaic had goodwill of $ 1.1 billion as of March 31, 2023 and December 31, 2022, respectively.

Mosaic had goodwill of $ 1.1 billion as of June 30, 2023 and December 31, 2022, respectively.

We review goodwill for impairment annually in October and at any time events or circumstances indicate that the carrying value may not be fully recoverable, which is based on our accounting policy and GAAP.

5 unchanged sentences

Foreign currency translation 20.2 2.1 — 22.3

Balance as of March 31, 2023 $ 1,008.2 $ 98.3 $ 12.1 $ 1,118.6

Balance as of June 30, 2023 $ 1,026.8 $ 99.7 $ 12.1 $ 1,138.6

We are required to perform our next annual goodwill impairment analysis as of October 31, 2023.

10 unchanged sentences

A credit loss would then be recognized in operations for the amount of the expected credit loss.

As of March 31, 2023, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

As of June 30, 2023, we expect to recover our amortized cost on all available-for-sale securities and have not established an allowance for credit loss.

We review the fair value hierarchy classification on a quarterly basis.

6 unchanged sentences

Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The estimated fair value of the investments in the RCRA Trusts as of March 31, 2023 and December 31, 2022 are as follows:

The estimated fair value of the investments in the RCRA Trusts as of June 30, 2023 and December 31, 2022 are as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

March 31, 2023

June 30, 2023

Cash and cash equivalents $ 4.8 $ — $ — $ 4.8

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables show gross unrealized losses and fair values of the RCRA Trusts ’ available-for-sale securities that have been in a continuous unrealized loss position for which an allowance for credit losses has not been recorded as of March 31, 2023 and December 31, 2022 :

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(in millions) Fair

9 unchanged sentences

$ 200.2 $ ( 17.7 ) $ 135.5 $ ( 15.8 )

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of March 31, 2023.

The following table summarizes the balance by contractual maturity of the available-for-sale debt securities invested by the RCRA Trusts as of June 30, 2023.

Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations before the underlying contracts mature.

March 31, 2023

June 30, 2023

Due in one year or less $ 20.8

3 unchanged sentences

Total debt securities $ 657.4

For the three months ended March 31, 2023, realized gains were $ 5.1 million, and realized losses were $ 13.4 million.

For the three months ended March 31, 2022, realized gains were $ 0.8 million, and there were no realized losses.

For the three and six months ended June 30, 2023, realized gains were $ 4.0 million and $ 9.1 million, respectively, and realized losses were $ 1.8 million and $ 15.2 million, respectively.

For the three and six months ended June 30, 2022, realized gains were $ 0.1 million and $ 0.2 million, respectively, and realized losses were $ 24.9 million and $ 25.9 million, respectively.

Financing Arrangements

3 unchanged sentences

It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs.

As of March 31, 2023 and December 31, 2022, we had financed inventory of $ 400.8 million and zero , respectively, under this arrangement, which is included in short-term debt on the Condensed Consolidated Balance Sheet.

As of June 30, 2023 and December 31, 2022, there was no outstanding balance under this facility.

THE MOSAIC COMPANY

7 unchanged sentences

Cash received is presented as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

During the three months ended March 31, 2023, the Company sold approximately $ 607.1 million, of accounts receivable under this arrangement.

During the three months ended March 31, 2022, the Company sold approximately $ 549.3 million.

During the three and six months ended June 30, 2023, the Company sold approximately $ 346.2 million and $ 1.1 billion, respectively, of accounts receivable under this arrangement.

During the three and six months ended June 30, 2022, the Company sold approximately $ 15.0 million and $ 564.3 million, respectively.

Discounts on sold receivables were not material for any period presented.

Following the sale to the banks, we continue to service the collection of the receivable on behalf of the banks without further consideration.

As of March 31, 2023 and December 31, 2022, $ 1.2 million and $ 0.0 million , respectively, had been collected but not yet remitted to the bank.

Following the sale to the banks, we continue to service the collection of the receivables on behalf of the banks without further consideration.

As of June 30, 2023 and December 31, 2022, $ 90.2 million and $ 0.0 million , respectively, had been collected but not yet remitted to the bank.

This amount was classified in accrued liabilities on the Condensed Consolidated Balance Sheets.

4 unchanged sentences

Mosaic then makes payment to the third-party intermediary at dates ranging from 98 to 180 days from date of shipment.

As of March 31, 2023 and December 31, 2022, the total structured accounts payable arrangements were $ 544.3 million and $ 751.2 million, respectively.

As of June 30, 2023 and December 31, 2022, the total structured accounts payable arrangements were $ 592.5 million and $ 751.2 million, respectively.

Commercial Paper Note Program

1 unchanged sentence

We plan to use the revolving credit facility as a liquidity backstop for borrowings under the commercial paper program.

As of March 31, 2023, we had $ 399.4 million outstanding under this program, with a weighted average interest rate of 5.32 % and remaining average term of 11 days.

As of June 30, 2023, we had $ 199.7 million outstanding under this program, with a weighted average interest rate of 5.37 % and remaining average term of 10 days.

As of December 31, 2022, we had $ 224.8 million outstanding under this program, with a weighted average interest rate of 4.66 % and a remaining average term of 10 days.

Term Loan Facility

In May 2023, we entered into a 10-year senior unsecured term loan facility whereby we can draw up to $ 700 million.

The term loan matures on May 18, 2033.

We may voluntarily prepay the outstanding principal without premium or penalty.

As of June 30, 2023 no amounts have been drawn under this facility.

Asset Retirement Obligations

10 unchanged sentences

(v) remove all surface structures and equipment, plug and abandon mine shafts, contour and revegetate, as necessary, and monitor for five years after closing our Carlsbad, New Mexico facility;

(vi) decommission facilities, manage tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

(vi) decommission facilities, manage

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

tailings and execute site reclamation at our Saskatchewan potash mines at the end of their useful lives;

(vii) de-commission mines in Brazil and Peru;

2 unchanged sentences

A reconciliation of our AROs is as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(in millions) March 31, 2023 December 31, 2022

(in millions) June 30, 2023 December 31, 2022

AROs, beginning of period $ 1,905.6 $ 1,749.3

18 unchanged sentences

Resource Conservation and Recovery Act (“ RCRA ”) and related state laws.

As discussed below, a separate consent decree was previously entered into with EPA and the FDEP with respect to RCRA compliance at the Plant City, Florida phosphate concentrates facility (the “ Plant City Facility ”) that we acquired as part of our acquisition (the “ CF Phosphate Assets Acquisition ”) of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

As discussed below, a separate consent decree was previously entered into with the EPA and the FDEP with respect to RCRA compliance at the Plant City, Florida phosphate concentrates facility (the “ Plant City Facility ”) that we acquired as part of our acquisition (the “ CF Phosphate Assets Acquisition ”) of the Florida phosphate assets and assumption of certain related liabilities of CF Industries, Inc.

The remaining monetary obligations under the 2015 Consent Decrees include:

3 unchanged sentences

In addition, we have agreed to guarantee the difference between the amounts held in each RCRA Trust (including any earnings) and the estimated closure and long-term care costs.

As of December 31, 2022, the undiscounted amount of our Gypstack Closure Costs ARO associated with the facilities covered by the 2015 Consent Decrees, determined using the assumptions used for financial reporting purposes, was approximately $ 2.1 billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $ 692.3 million.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

billion, and the present value of our Gypstack Closure Costs ARO reflected in our Consolidated Balance Sheet for those facilities was approximately $ 692.3 million.

Plant City and Bonnie Facilities.

1 unchanged sentence

Associated with these assets are two related financial assurance arrangements for which we became responsible and that provided sources of funds for the estimated Gypstack Closure Costs for these facilities.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Pursuant to federal or state laws, the applicable government entities are permitted to draw against such amounts in the event we cannot perform such closure activities.

7 unchanged sentences

Under our current approach to satisfying applicable requirements, additional financial assurance would be required in the future if increases in cost estimates exceed the face amount of the Plant City Bond or the amount supported by the Bonnie Financial Test.

As of March 31, 2023 and December 31, 2022, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 336.0 million and $ 327.5 million, respectively.

As of June 30, 2023 and December 31, 2022, the aggregate amounts of AROs associated with the combined Plant City Facility and Bonnie Facility Gypstack closure costs included in our Condensed Consolidated Balance Sheets were $ 328.9 million and $ 327.5 million, respectively.

The aggregate amount represented by the Plant City Bond exceeds the present value of the aggregate amount of ARO associated with that facility.

This is because the amount of financial assurance we are required to provide represents the aggregate undiscounted estimated amount to be paid by us in the normal course of our Phosphate business over a period that may not end until three decades or more after the Gypstack has been closed, whereas the ARO included in our Condensed Consolidated Balance Sheet reflects the discounted present value of those estimated amounts.

During the three months ended March 31, 2023, gross unrecognized tax benefits increased by $ 1.3 million to $ 26.7 million.

During the six months ended June 30, 2023, gross unrecognized tax benefits increased by $ 3.5 million to $ 28.9 million.

The increase is primarily related to recording non-U.S.

2 unchanged sentences

We recognize interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

We had accrued interest and penalties totaling $ 5.6 million and $ 5.0 million as of March 31, 2023 and December 31, 2022, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

We had accrued interest and penalties totaling $ 6.1 million and $ 5.0 million as of June 30, 2023 and December 31, 2022, respectively, that were included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

Accounting for uncertain tax positions is determined by prescribing the minimum probability threshold that a tax position is more likely than not to be sustained based on the technical merits of the position.

Mosaic is continually under audit by various tax authorities in the normal course of business.

Mosaic is continually under audit by various authorities in the normal course of business.

Such tax authorities may raise issues contrary to positions taken by the Company.

2 unchanged sentences

The Company believes that any issues raised have been properly accounted for in its current financial statements.

For the three months ended March 31, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 13.9 million.

The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous costs.

For the three months ended June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 9.9 million.

The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous benefits.

In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, by a benefit associated with depletion, a benefit associated with non-U.S.

incentives, changes in valuation allowances, and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

Generally, for interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate plus (2) tax expense items specific to the period.

In situations where we expect to report losses for which we do not expect to receive tax benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated effective tax rate.

For the three months ended March 31, 2023, income tax expense was not impacted by this set of rules.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

For the three months ended March 31, 2022, discrete tax items recorded in tax expense was a benefit of approximately $ 9.0 million.

This consisted primarily of a share-based excess benefit, which was partially offset by changes in valuation allowances and other miscellaneous benefits.

Generally, for interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate, plus (2) tax expense items specific to the period.

For the three months ended June 30, 2023, income tax expense was not impacted by this set of rules.

For the six months ended June 30, 2023, discrete tax items recorded in tax expense was a benefit of approximately $ 23.8 million.

The net tax benefit consisted primarily of share-based excess benefit, true-up of estimates and other miscellaneous costs.

incentives, changes in valuation allowances and by the impact of certain entities being taxed in both their foreign jurisdiction and the U.S., including foreign tax credits for various taxes incurred.

On July 21, 2023, the Treasury Department issued Notice 2023-55 Temporary Relief Under Section 901 and 903 of the Internal Revenue Code.

The notice offers taxpayers the option to apply the former foreign tax credit regulations for the 2022 and 2023 tax years.

The temporary relief allows a portion of formerly disallowed 2022 and 2023 foreign taxes to be creditable.

The Company is currently assessing the financial statement impact and has not included any results associated with the notice in the six month period ended June 30, 2023.

Derivative Instruments and Hedging Activities

12 unchanged sentences

The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense.

We had no fixed-to-floating interest rate swap agreements in effect as of March 31, 2023 and December 31, 2022.

As of March 31, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $ 20.5 million and $ 38.8 million, respectively, and the gross liability position of our liability instruments was $ 36.9 million and $ 50.1 million, respectively.

As of March 31, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) March 31, 2023 December 31, 2022

We had no fixed-to-floating interest rate swap agreements in effect as of June 30, 2023 and December 31, 2022.

As of June 30, 2023 and December 31, 2022, the gross asset position of our derivative instruments was $ 46.0 million and $ 38.8 million, respectively, and the gross liability position of our liability instruments was $ 16.1 million and $ 50.1 million, respectively.

As of June 30, 2023 and December 31, 2022, the following is the total absolute notional volume associated with our outstanding derivative instruments:

(in millions of Units) June 30, 2023 December 31, 2022

Derivative Instrument Derivative Category Unit of Measure

1 unchanged sentence

Natural gas derivatives Commodity MMbtu 22.4 14.2

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Credit-Risk-Related Contingent Features

1 unchanged sentence

These agreements contain provisions that allow us to settle for the net amount between payments and receipts, and also state that if our debt were to be rated below investment grade, certain counterparties could request full collateralization on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of March 31, 2023 and December 31, 2022 was $ 24.9 million and $ 34.8 million, respectively.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2023 and December 31, 2022 was $ 10.9 million and $ 34.8 million, respectively.

We have no cash collateral posted in association with these contracts.

If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2023, we would have been required to post an additional $ 18.3 million of collateral assets, which are either cash or U.S.

If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2023, we would have been required to post an additional $ 2.3 million of collateral assets, which are either cash or U.S.

Treasury instruments, to the counterparties.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Counterparty Credit Risk

5 unchanged sentences

Following is a summary of the valuation techniques for assets and liabilities recorded in our Condensed Consolidated Balance Sheets at fair value on a recurring basis:

Foreign Currency Derivatives - The foreign currency derivative instruments that we currently use are forward contracts and zero-cost collars, which typically expire within eighteen months .

Foreign Currency Derivatives - The foreign currency derivative instruments that we currently use are forward contracts, which typically expire within 18 months.

Most of the valuations are adjusted by a forward yield curve or interest rates.

2 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of cost of goods sold in our Corporate, Eliminations and Other segment, or foreign currency transaction (gain) loss.

As of March 31, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $ 12.5 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 36.9 million and $ 49.2 million, respectively.

As of June 30, 2023 and December 31, 2022, the gross asset position of our foreign currency derivative instruments was $ 39.7 million and $ 20.7 million, respectively, and the gross liability position of our foreign currency derivative instruments was $ 15.3 million and $ 49.2 million, respectively.

Commodity Derivatives - The commodity contracts primarily relate to natural gas.

The commodity derivative instruments that we currently use are forward purchase contracts, swaps, and three-way collars.

The commodity derivative instruments that we currently use are forward purchase contracts, swaps.

The natural gas contracts settle using NYMEX futures or AECO price indexes, which represent fair value at any given time.

3 unchanged sentences

As of March 31, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 8.0 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was zero and $ 0.9 million, respectively.

As of June 30, 2023 and December 31, 2022, the gross asset position of our commodity derivative instruments was $ 6.3 million and $ 18.1 million, respectively, and the gross liability position of our commodity instruments was $ 0.8 million and $ 0.9 million, respectively.

Interest Rate Derivatives - We manage interest expense through interest rate contracts to convert a portion of our fixed-rate debt into floating-rate debt.

2 unchanged sentences

Changes in the fair market values of these contracts are recognized in the Condensed Consolidated Financial Statements as a component of interest expense.

We did not hold any interest rate derivative positions as of March 31, 2023.

We did not hold any interest rate derivative positions as of June 30, 2023.

THE MOSAIC COMPANY

2 unchanged sentences

The carrying amounts and estimated fair values of our financial instruments are as follows:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Carrying Amount Fair Value Carrying Amount Fair Value

14 unchanged sentences

In total, 5,624,574 shares were delivered under the 2023 ASR Agreement, at an average purchase price of $ 53.34 per share.

During the three months ended March 31, 2023, we repurchased 8,690,936 shares of Common Stock in the open market, for approximately $ 448.0 million at an average purchase price of $ 51.55 .

No share repurchases occurred in the three months ended June 30, 2023.

For the six months ended June 30, 2023, we repurchased 8,690,936 shares of Common Stock in the open market, for approximately $ 448.0 million at an average purchase price of $ 51.55 .

This includes the 5,624,574 shares purchased under the 2023 ASR Agreement.

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (“ ASR ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

On February 24, 2022, pursuant to existing stock repurchase authorizations, we entered into an accelerated share repurchase (the “ 2022 ASR Agreement ”) agreement with a third-party financial institution to repurchase $ 400 million of our Common Stock.

At inception, we paid the financial institution $ 400 million and took initial delivery of 7,056,229 shares of our Common Stock.

2 unchanged sentences

When combining the initial $ 400 million paid at the inception of the 2022 ASR Agreement and the cash settlement of $ 54.2 million at the termination of the 2022 ASR Agreement, we repurchased approximately 7,056,229 shares at an average repurchase price of $ 64.37 per share.

During the three months ended March 31, 2022, we repurchased 7,589,664 shares of Common Stock in the open market for approximately $ 422.1 million.

During the three and six months ended June 30, 2022, we repurchased 10,144,320 and 17,733,984 shares of Common Stock in the open market for approximately $ 558.0 million and $ 1.0 billion.

This includes 7,056,229 shares purchased under the 2022 ASR agreement.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our capital resource liquidity and corporate, regulatory and other considerations.

The extent to which we repurchase our shares and the timing of any such repurchases depend on a number of factors, including market and business conditions, the price of our shares, our ability to access capital resources liquidity, and corporate, regulatory and other considerations.

THE MOSAIC COMPANY

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss) ( “ AOCI ” )

The following table sets forth the changes in AOCI, net of tax, by component during the three months ended March 31, 2023 and March 31, 2022:

The following table sets forth the changes in AOCI, net of tax, by component during the three and six months ended June 30, 2023 and June 30, 2022:

Foreign Currency Translation Gain (Loss) Net Actuarial Gain and Prior Service Cost Amortization of Gain on Interest Rate Swap Net Gain (Loss) on Marketable Securities Held in Trust Total

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Balance at March 31, 2023 $ ( 2,053.6 ) $ ( 52.7 ) $ 7.2 $ ( 6.9 ) $ ( 2,106.0 )

Other comprehensive income (loss) 146.1 0.5 0.5 ( 13.8 ) 133.3

Tax (expense) benefit ( 0.1 ) ( 0.2 ) ( 0.1 ) 3.2 2.8

Other comprehensive income (loss), net of tax 146.0 0.3 0.4 ( 10.6 ) 136.1

Other comprehensive income (loss) attributable to noncontrolling interest ( 1.3 ) — — — ( 1.3 )

Balance as of June 30, 2023 $ ( 1,908.9 ) $ ( 52.4 ) $ 7.6 $ ( 17.5 ) $ ( 1,971.2 )

Three Months Ended June 30, 2022

Balance at March 31, 2022 $ ( 1,524.5 ) $ ( 72.4 ) $ 5.7 $ ( 27.1 ) $ ( 1,618.3 )

Other comprehensive income (loss) ( 272.2 ) 0.7 0.5 4.2 ( 266.8 )

Tax (expense) benefit ( 3.1 ) ( 0.3 ) ( 0.2 ) ( 1.0 ) ( 4.6 )

Other comprehensive income (loss), net of tax ( 275.3 ) 0.4 0.3 3.2 ( 271.4 )

Other comprehensive income (loss) attributable to noncontrolling interest 2.6 — — — 2.6

Balance as of June 30, 2022 $ ( 1,797.2 ) $ ( 72.0 ) $ 6.0 $ ( 23.9 ) $ ( 1,887.1 )

Six Months Ended June 30, 2023

Balance at December 31, 2022 $ ( 2,082.3 ) $ ( 53.1 ) $ 6.7 $ ( 23.5 ) $ ( 2,152.2 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 2.0 ) — — — ( 2.0 )

Balance as of March 31, 2023 $ ( 2,053.6 ) $ ( 52.7 ) $ 7.2 $ ( 6.9 ) $ ( 2,106.0 )

Three Months Ended March 31, 2022

Balance as of June 30, 2023 $ ( 1,908.9 ) $ ( 52.4 ) $ 7.6 $ ( 17.5 ) $ ( 1,971.2 )

Six Months Ended June 30, 2022

Balance at December 31, 2021 $ ( 1,825.5 ) $ ( 72.8 ) $ 5.2 $ 1.3 $ ( 1,891.8 )

3 unchanged sentences

Other comprehensive income (loss) attributable to noncontrolling interest ( 1.7 ) — — — ( 1.7 )

Balance as of March 31, 2022 $ ( 1,524.5 ) $ ( 72.4 ) $ 5.7 $ ( 27.1 ) $ ( 1,618.3 )

Balance as of June 30, 2022 $ ( 1,797.2 ) $ ( 72.0 ) $ 6.0 $ ( 23.9 ) $ ( 1,887.1 )

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Related Party Transactions

We enter into transactions and agreements with certain of our non-consolidated companies and other related parties from time to time.

As of March 31, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $ 264.5 million and $ 56.8 million, respectively.

As of June 30, 2023 and December 31, 2022, the net amount due to our non-consolidated companies totaled $ 408.3 million and $ 56.8 million, respectively.

The Condensed Consolidated Statements of Earnings included the following transactions with our non-consolidated companies:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Transactions with related parties included in net sales (a)

2 unchanged sentences

483.6 961.3 880.5 1,469.4

______________________________

(a) Amounts included in net sales primarily relate to sales from our Potash segment to Canpotex.

1 unchanged sentence

As part of the MWSPC joint venture, we market approximately 25 % of MWSPC production.

Marketing fees of approximately $ 5.7 million, and $ 3.3 million are included in revenue for the three months ended March 31, 2023 and 2022, respectively.

Marketing fees of approximately $ 3.6 million and $ 9.3 million, and $ 5.7 million and $ 9.0 million are included in revenue for the three and six months ended June 30, 2023 and 2022, respectively.

Contingencies

We have described below material judicial and administrative proceedings to which we are subject.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Environmental Matters

7 unchanged sentences

At other locations, we have entered into consent orders or agreements with appropriate governmental agencies to perform required remedial activities that will address identified site conditions.

Taking into consideration established accruals of approximately $ 166.8 million and $ 185.5 million as of March 31, 2023 and December 31, 2022, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

Taking into consideration established accruals of approximately $ 174.4 million and $ 185.5 million as of June 30, 2023 and December 31, 2022, respectively, expenditures for these known conditions currently are not expected, individually or in the aggregate, to have a material effect on our business or financial condition.

However, material expenditures could be required in the future to remediate the contamination at known sites or at other current or former sites or as a result of other environmental, health and safety matters.

7 unchanged sentences

That work began in early in 2023 and is expected to conclude in the fourth quarter of 2023.

As of March 31, 2023, we have a reserve of $ 55.4 million for the estimated repairs.

As of June 30, 2023, we have a reserve of $ 53.9 million for the estimated repairs.

We are unable to estimate at this time potential future additional financial impacts or a range of loss, if any, due to the ongoing evaluation.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

EPA RCRA Initiative.

19 unchanged sentences

The failure of an indemnitor to fulfill its obligations could result in future costs that could be material.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Louisiana Parishes Coastal Zone Cases

6 unchanged sentences

However, the financial ability of the third-party indemnitors, the extent of potential insurance coverage and the extent of potential liability from these claims is currently unknown.

As of October of 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings Inc.

As of October 2022, a memorandum of understanding has been executed by the State of Louisiana and the plaintiff parishes that filed claims against Mosaic and its corporate predecessors on one hand, and Mosaic Global Holdings Inc.

and its third-party indemnitors on the other hand which, when fully implemented, will release and dismiss Mosaic and its corporate predecessors from the coastal zone cases.

2 unchanged sentences

Our Brazilian subsidiaries are engaged in a number of judicial and administrative proceedings regarding labor, environmental, mining and civil claims that allege aggregate damages and/or fines of approximately $ 868.4 million.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 66.5 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2023.

Approximately $ 625.3 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 56.8 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at March 31, 2023.

We estimate that our probable aggregate loss with respect to these claims is approximately $ 74.5 million, which is included in our accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2023.

Approximately $ 673.9 million of the foregoing maximum potential loss relates to labor claims, of which approximately $ 63.3 million is included in accrued liabilities in our Condensed Consolidated Balance Sheets at June 30, 2023.

Based on Brazil legislation and the current status of similar labor cases involving unrelated companies, we believe we have recorded adequate loss contingency reserves sufficient to cover our estimate of probable losses.

If the status of similar cases involving unrelated companies were to adversely change in the future, our maximum exposure could increase and additional accruals could be required.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Brazil Tax Contingencies

9 unchanged sentences

The reportable segments are determined by management based upon factors such as products and services, production processes, technologies, market dynamics, and for which segment financial information is available for our chief operating decision maker.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We evaluate performance based on the operating earnings of the respective business segments, which includes certain allocations of corporate selling, general and administrative expenses.

2 unchanged sentences

For a description of our business segments, see Note 1 to the Condensed Consolidated Financial Statements.

Segment information for the three months ended March 31, 2023 and 2022 was as follows:

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Segment information for the three and six months ended June 30, 2023 and 2022 was as follows:

Phosphate Potash Mosaic Fertilizantes Corporate, Eliminations and Other (a)

Three months ended March 31, 2023

Three months ended June 30, 2023

Net sales to external customers $ 964.0 $ 835.9 $ 1,418.8 $ 175.3 $ 3,394.0

7 unchanged sentences

Depreciation, depletion and amortization expense 129.0 74.4 37.8 3.0 244.2

Three months ended March 31, 2022

Three months ended June 30, 2022

Net sales to external customers $ 1,138.5 $ 1,563.1 $ 2,259.7 $ 411.8 $ 5,373.1

7 unchanged sentences

Depreciation, depletion and amortization expense 133.0 81.1 26.7 4.2 245.0

As of March 31, 2023 $ 9,562.7 $ 9,224.5 $ 5,177.8 $ ( 1,107.5 ) $ 22,857.5

Six months ended June 30, 2023

Net sales to external customers $ 2,052.9 $ 1,736.3 $ 2,762.1 $ 447.0 $ 6,998.3

Intersegment net sales 614.9 19.0 — ( 633.9 ) —

Net sales 2,667.8 1,755.3 2,762.1 ( 186.9 ) 6,998.3

Gross margin 475.5 749.3 11.7 5.0 1,241.5

Canadian resource taxes — 215.8 — — 215.8

Gross margin (excluding Canadian resource taxes) 475.5 965.1 11.7 5.0 1,457.3

Operating earnings (loss) 412.4 729.3 ( 52.2 ) ( 175.7 ) 913.8

Capital expenditures 261.0 167.0 149.9 53.9 631.8

Depreciation, depletion and amortization expense 245.6 144.0 69.4 5.2 464.2

Six months ended June 30, 2022

Net sales to external customers $ 2,291.3 $ 2,598.8 $ 3,748.3 $ 657.0 $ 9,295.4

Intersegment net sales 1,005.6 41.2 — ( 1,046.8 ) —

Net sales 3,296.9 2,640.0 3,748.3 ( 389.8 ) 9,295.4

Gross margin 1,169.3 1,506.5 669.5 ( 59.9 ) 3,285.4

Canadian resource taxes — 431.7 — — 431.7

Gross margin (excluding Canadian resource taxes) 1,169.3 1,938.2 669.5 ( 59.9 ) 3,717.1

Operating earnings (loss) 1,070.6 1,478.4 607.2 ( 226.2 ) 2,930.0

Capital expenditures 305.0 132.0 113.5 2.6 553.1

Depreciation, depletion and amortization expense 253.5 158.1 51.9 8.2 471.7

As of June 30, 2023 $ 9,482.1 $ 9,627.0 $ 5,630.6 $ ( 1,599.5 ) $ 23,140.2

As of December 31, 2022 9,570.5 9,582.2 5,562.7 ( 1,329.4 ) 23,386.0

______________________________

(a) The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China.

For the three months ended March 31, 2023, distribution operations in India and China collectively had revenue of $ 266.8 million, and gross margin of $( 10.8 ) million.

For the three months ended March 31, 2022, distribution operations in India and China collectively had revenue of $ 220.9 million, and gross margin of $ 87.0 million.

THE MOSAIC COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

______________________________

(a) The “Corporate, Eliminations and Other” category includes the results of our ancillary distribution operations in India and China.

For the three and six months ended June 30, 2023, distribution operations in India and China collectively had revenue of $ 171.7 million and $ 438.5 million, respectively, and gross margin of $( 44.3 ) million and $( 55.1 ) million, respectively.

For the three and six months ended June 30, 2022, distribution operations in India and China collectively had revenue of $ 389.9 million and $ 610.9 million, respectively, and gross margin of $ 64.4 million and $ 151.3 million, respectively.

Financial information relating to our operations by geographic area is as follows:

Three Months Ended

June 30, Six Months Ended

(in millions) 2023 2022 2023 2022

1 unchanged sentence

Brazil $ 1,367.3 $ 2,195.0 $ 2,667.9 $ 3,643.5

China 145.4 220.8

India 121.4 —

300.8 893.8 732.1 1,386.3

Canada 134.8 271.2 215.9 501.7

Mexico 77.7 67.9

Paraguay 45.6 35.0

Colombia 39.0 32.2

India 89.5 144.9 210.9 144.9

China 89.4 244.9 234.8 465.7

Japan 59.5 45.3 98.0 71.8

Australia 20.3 24.9

Paraguay 51.2 59.9 96.8 94.9

Argentina 24.2 82.7 43.1 136.3

Colombia 23.4 69.7 62.4 101.9

Peru 15.3 10.5 22.0 10.5

Mexico 13.4 60.5 91.1 128.4

Honduras 12.3 20.8 20.3 24.2

Dominican Republic 8.0 11.1 11.1 13.3

Australia 7.1 39.4 27.4 64.3

Other 17.9 18.6 35.9 41.1

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2023 2022 2023 2022

4 unchanged sentences

Performance Products (a)

690.4 753.2 1,230.9 1,369.6

Phosphate Rock 48.2 22.2 89.0 49.3

1 unchanged sentence

$ 3,394.0 $ 5,373.1 $ 6,998.3 $ 9,295.4

____________________________________________

(a) Includes sales of MicroEssentials ® , K-Mag ® , Aspire ® and Sus-Terra™.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements